Section 2.2. Duties. The Executive shall report to the Companys Chief Executive Officer (the CEO) and be subject to the lawful direction of the CEO. The Executive agrees to perform to the best of his ability, experience and talent those acts and duties, consistent with the position of Vice President of Operations and Product Development as the CEO shall from time to time direct. During the Term, the Executive also shall serve in such other executive-level positions or capacities as may, from time to time, be reasonably requested by the CEO, including, without limitation (subject to election, appointment, re-election or re-appointment, as applicable) as (a) a member of the Board of Directors of the Company (the Board) and/or as a member of the board of directors or similar governing body of any of the Companys subsidiaries or other Affiliates (as defined below), (b) an officer of any of the Companys subsidiaries or other Affiliates, and/or (c) a member of any committee of the Company and/or any of its subsidiaries or other Affiliates, in each case, for no additional compensation. As used in this Agreement, Affiliate of any individual or entity means any other individual or entity that directly or individual controls, is controlled by, or is under common control with, the individual or entity.
Section 2.3. Compliance with Policies, etc. During the Term, the Executive shall be bound by, and comply fully with, all of the Companys policies and procedures for employees and officers in place from time to time, including, but not limited to, all terms and conditions set forth in the Companys employee handbook, compliance manual, codes of conduct and any other memoranda and communications applicable to the Executive pertaining to the policies, procedures, rules and regulations, as currently in effect and as may be amended from time to time. These policies and procedures include, among other things and without limitation, the Executives obligations to comply with the Companys rules regarding confidential and proprietary information and trade secrets.
Section 2.4. Time Commitment. During the Term, the Executive shall use his best efforts to promote the interests of the Company (including its subsidiaries and other Affiliates) and shall devote all of his business time, ability and attention to the performance of his duties for the Company and shall not, directly or indirectly, render any services to any other person or organization, whether for compensation or otherwise, except with the Boards prior written consent, provided that the foregoing shall not prevent the Executive from (i) participating in charitable, civic, educational, professional, community or industry affairs, or (ii) managing the Executives passive personal investments, so long as, in each case, such activities individually or in the aggregate do not materially interfere or conflict with the Executives duties hereunder or create a potential business or fiduciary conflict (in each case, as determined by the Board).
Section 2.5. Location. The Executive understands that his primary place of employment shall be the Executives home office in the Washington, D.C. area; provided, however, that the Executive shall also be required to perform services from time to time at the Companys principal office in Princeton, New Jersey as reasonably requested by the Companys Chief Executive Officer, and to travel to other such places as necessary to perform his duties hereunder.
COMPENSATION AND BENEFITS; EXPENSES
Section 3.1. Compensation and Benefits. For all services rendered by the Executive in any capacity during the Term (including, without limitation, serving as an officer, director or member of any committee of the Company or any of its subsidiaries or other Affiliates), the Executive shall be compensated as follows (subject, in each case, to the provisions of ARTICLE 4 below):